**Exhibit 10.33****MANAGEMENT EMPLOYMENT AGREEMENT**     This Agreement is entered into between **Yosef Israel**(“Manager”) and Alon USA GP, Inc., aDelaware corporation (“Employer” or “Company”) who, in return for the mutual promises set forthherein, and contingent upon Manager receiving visa status allowing him to work in the UnitedStates, agree as follows:     1. **Position/Term**. (a) The term of the Manager’s employment hereunder shall commence upon hisreceipt of written confirmation of a visa allowing him to work in the United States(“Commencement Date”) provided however, that Manager will be credited with service withCompany beginning upon September 1, 2000.          (b) Throughout the term of this Agreement, Employer shall employ Manager andManager shall render services to Employer in the capacity and with the title of **GeneralManager of Economics & Commerce**, or such other title as may be established by Employerfrom time to time. Manager shall also serve on the Boards of Directors of AmericanPetrofina Pipeline Company, Fin-Tex Pipeline Company, Alon USA Pipeline, Inc. and AlonUSA Refining, Inc. Manager shall devote his full time and best effort to thesuccessful functioning of the business of Employer and shall faithfully andindustriously perform all duties pertaining to his position, including such additionalduties as may be assigned from time to time, to the best of Manager’s ability,experience and talent. Manager shall be subject at all times during the term hereof tothe direction and control of Employer in respect of the work to be done.          (c) Manager’s employment hereunder shall be for an initial term beginning on theCommencement Date and ending on December 31, 2003 (or when Manager’s visa status nolonger allows him to maintain employment in the United States, whichever is earlier).Thereafter, if visa status permits, the term shall renew automatically each year for aterm of one year, unless either party provides the other with written notice at least30 days prior to the expiration of the term.     2. **Compensation**. (a) Manager’s salary (“Base Compensation”) shall be $115,000.00 per year,payable bi-weekly (unless the payroll practice of the Company changes to monthly orsemi-monthly) in arrears and subject to change only with the mutual written consent ofEmployer and Manager. It is the intent of the Company to develop guidelines for annual meritincreases for salaries of all salaried employees/management, including Manager.          (b) Manager shall be entitled to participate in the Alon USA Annual Cash Bonus Plancontaining the terms and conditions set forth in Exhibit A attached hereto andincorporated herein which will be subject to modification from time to time as setforth therein. Manager’s Target Bonus Amount under such plan shall be fifty percent(50%) of base compensation.     3. **Fringe Benefits; Reimbursement of Expenses**. Employer shall make available, or cause to bemade available to Manager, throughout the period of his employment hereunder, such benefits,including any disability, hospitalization, medical
 

 
benefits, retiree health benefits, lifeinsurance, pension plan or other benefits or policy, as may be put into effect from time totime by Employer generally for other Management members at the level of Management. The Company expresslyreserves the right to modify such benefits at any time, subject to theprovisions of paragraph 10(b) hereof.     Manager will be reimbursed for all reasonable out-of-pocket business, business entertainmentand travel expenses paid by the Manager, in accordance with and subject to applicable Companyexpense incurrence and reimbursement policies     4. **Vacation**. The number of vacation days to which Manager shall be entitled each year shall beas follows — 15 days up to 10 years, 20 days after 10 years, 25 days after 20 years and 30days after 30 years. Unless otherwise agreed, vacation may not be carried over into a newcalendar year. Vacation time shall be taken only after providing reasonable notice to theperson to whom the Manager reports.     5. **Relocation**. Company shall pay for Manager’s relocation expenses pursuant to its RelocationPolicy.     6. **Compliance With Employer Policies**. Manager shall comply with and abide by all employmentpolicies and directives of Employer. Employer may, in its sole discretion, change, modify oradopt new policies and directives affecting Manager’s employment. In the event of anyconflict between the terms of this Agreement and Employer’s employment policies anddirectives, the terms of this Agreement will be controlling.     7. **Restrictive Covenant**. (a) In consideration of the confidential information of Employerprovided to Manager and the other benefits provided to Manager pursuant to this Agreement,Manager agrees that during the term of Manager’s employment with Employer and for a period ofone year following any termination of Manager’s employment, if the Manager terminatesemployment during the first two years of Manager’s employment, or nine months, if the Managerterminates employment after the first two years of employment and before the completion offive years of employment (the “Non-Compete Period”), Manager will not, without the priorwritten consent of Employer, directly or indirectly, either as an individual or as anemployee, officer, director, shareholder, partner, sole proprietor, independent contractor,consultant or in any other capacity conduct any business, or assist any person in conductingany business, that is in competition with the business of Employer or its Affiliates (asdefined below).          (b) In addition to any other covenants or agreements to which Manager may besubject, during the Non-Compete Period, Manager will not, directly or indirectly,either as an individual or as an employee, officer, director, shareholder, partner,sole proprietor, independent contractor, consultant or in any other capacity whatsoeverapproach or solicit any customer or vendor of Employer for the purpose of causing,directly or indirectly, any such customer or vendor to cease doing business withEmployer or its Affiliates.
2

 
     For the purposes of this Agreement, the “business of Employer or its Affiliates” means thebusiness of refining petroleum distillates and the wholesale distribution of such products in theTerritory. The term “Affiliates” means all subsidiaries of Employer and each person or entity thatcontrols, is controlled by, or is under common control with Employer. The “Territory” means thestates of Texas, New Mexico, Arizona, Arkansas, Louisiana and Oklahoma. It is understood andagreed that the scope of each of the covenants contained in this Section 6 is reasonable as totime, area, and persons and is necessary to protect the legitimate business interest of Employer.It is further agreed that such covenants will be regarded as divisible and will be operative as totime, area and persons to the extent that they may be so operative. The terms of this Section 6shall not apply to the ownership by Manager of less than 5% of a class of equity securities of anentity, which securities are publicly traded on the New York Stock Exchange, the American StockExchange, or the National Market System of the National Association of Securities Dealers AutomatedQuotation System. The provisions of this Section 6 will survive any termination or expiration ofthis Agreement.     8. **Confidentiality**. (a) Manager recognizes that during the course of employment, Manager willbe exposed to information or ideas of a confidential or proprietary nature which pertain toEmployer’s business, financial, legal, marketing, administrative, personnel, technical orother functions or which constitute trade secrets (including, but not limited to,specifications, designs, plans, drawings, software, data, prototypes, the identity of sourcesand markets, marketing information and strategies; business and financial plans andstrategies, methods of doing business; data processing and management information andtechnical systems, programs and practices; customers and users and their needs, sales history;and financial strength), and such information of third parties which has been provided toEmployer in confidence (“Confidential Information”). All such information is deemed“confidential” or “proprietary” whether or not it is so marked, provided that it is maintainedas confidential by the Company. Information will not be considered to be ConfidentialInformation to the extent that it is generally available to the public. Nothing in thisSection 7 will prohibit the use or disclosure by Manager of knowledge that is in general usein the industry or general business knowledge.          (b) Manager shall hold Confidential Information in confidence, use it only inconnection with the performance of duties on behalf of Employer, and restrict itsdisclosure to those directors, employees or independent contractors of Employer havinga need to know.          (c) Manager shall not disclose, copy or use Confidential Information for thebenefit of anyone other than Employer without Employer’s prior written consent.          (d) Manager shall, upon Employer’s request or Manager’s termination of employment,return to Employer any and all written documents containing Confidential Information inManager’s possession, custody or control.     9. **Non-Interference with Employment Relationships**. During Manager’s employment with Employer,and for a period of one (1) year thereafter, Manager shall not, without Employer’s priorwritten consent, directly or indirectly: (a) induce or attempt to
3

 
induce any employee toleave the Employer’s employ; or (b) interfere with or disrupt the Employer’s relationship withany of its employees or independent contractors.     10. **Copyright, Inventions, Patents**. Employer shall have all right, title and interest to allfeatures (including, but not limited to, graphic designs, copyrights, trademarks and patents)created during the course of or resulting from Manager’s employment with Employer. Managerhereby assigns to Employer all copyright ownership and rights to any work developed by Managerand reduced to practice for or on behalf of Employer or which relate to Employer’s businessduring the course of the employment relationship. At Employer’s expense, Manager shall do allother things including, but not limited to, the giving of evidence in suits and proceedings,and the furnishing and/or assigning of all documentation and other materials relative toEmployer’s intellectual property rights, necessary or appropriate for Employer to obtain,maintain, and assert its rights in such work.     11. **Termination of Employment**. (a) Employer may terminate Manager’s employment hereunder at anytime for Cause. For purposes hereof, Cause shall mean:(i) conviction of a felony or a misdemeanor where imprisonment is imposed for more than 30days; (ii) commission of any act of theft, fraud, dishonesty, or falsification of anyemployment or Employer records; (iii) improper disclosure of Confidential Information; (iv)any intentional action by the Manager having a material detrimental effect on the Company’sreputation or business; (v) any material breach of this Agreement, which breach is not curedwithin ten (10) business days following receipt by Manager of written notice of such breach;(vi) unlawful appropriation of a corporate opportunity; (vii) intentional misconduct inconnection with the performance of any of Manager’s duties, including, without limitation,misappropriation of funds or property of the Company, securing or attempting to secure tothe detriment of the Company any profit in connection with any transaction entered into onbehalf of the Company, any material misrepresentation to the Company, or any knowingviolation of law or regulations to which the Company is subject; or (viii) loss ofimmigration status allowing Manager to work in the United States. Upon termination ofManager’s employment with the Company for Cause, the Company shall be under no furtherobligation to Manager, except to pay all earned but unpaid Base Compensation and all accruedbenefits and vacation to the date of termination (and to the extent required by law).          (b) Employer may terminate Manager’s employment hereunder without Cause, or Managermay terminate his employment hereunder for Good Reason, upon not less than thirty (30)days prior written notice. In the event of any such termination, Manager shall beentitled to receive his Base Compensation through the termination date and any annualbonus entitlement, prorated for the number of months of employment for the fiscal yearin question, all accrued benefits and vacation to the date of termination (and to theextent required by law), plus, during the first two years of Manager’s employmenthereunder, an additional amount of severance payment equal to one year’s BaseCompensation as in effect immediately before any notice of termination, and, after thefirst two years of Manager’s employment hereunder, an additional amount of severancepayment equal to nine months’ Base Compensation as in effect immediately before anynotice of termination. “Good Reason” means (i) without the Manager’s prior writtenconsent, the Employer reduces Manager’s Base Compensation or the percentage ofManager’s Base Compensation established as Manager’s maximum target bonus percentagefor purposes of Employer’s
4

 
annual cash bonus plan, or fails to continue in effect adefined benefit pension plan; (ii) any material breach of this Agreement, which breachis not cured within ten (10) business days following receipt by Employer of writtennotice of such breach;(iii) Employer requires Manager to be based at an office or location that is morethan thirty-five (35) miles from the location at which Manager was based as of theCommencement Date, other than in connection with reasonable travel requirements ofEmployer’s business; (iv) the delivery by Employer of notice pursuant to Section1(c) of this Agreement that it does not wish this Agreement to automatically renewfor any subsequent year; or (v) Manager’s removal from the Boards of Directors setforth in Section 1(b).          (c) Manager may terminate the employment relationship hereunder with not less thanthirty (30) days prior written notice. Upon any such termination of Manager’semployment, other than for Good Reason, the Company shall be under no furtherobligation to Manager, except to pay all earned but unpaid Base Compensation and allaccrued benefits and vacation to the date of termination (and to the extent required bylaw).          (d) The provisions of Sections 6, 7, 8 and 9 of this Agreement will continue ineffect notwithstanding any termination of Manager’s employment.     12. **Mediation and Arbitration**. (a) Employer and Manager hereby state their mutual desire for anydispute concerning a legally cognizable claim arising out of this Agreement or in connectionwith the employment of Manager by Employer, including, but not limited to, claims of breach ofcontract, fraud, unlawful termination, discrimination, harassment, workers’ compensationretaliation, defamation, tortious infliction of emotional distress, unfair competition, andconversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need forlitigation.          (b) Based on this mutual desire, in the event a Legal Dispute arises, the partiesshall utilize the following protocol:              (i) The parties shall first submit the Legal Dispute to mediationunder the auspices of the American Arbitration Association (“AAA”) and pursuantto the mediation rules and procedures promulgated by the AAA.              (ii) In the event mediation is unsuccessful in fully resolving theLegal Dispute, binding arbitration shall be the method of final resolution ofthe Legal Dispute. The parties expressly waive their rights to bring actionagainst one another in a court of law, except as expressly provided insubsection (d). The parties hereto acknowledge that failure to comply withthis provision shall entitle the non-breaching party not only to damages, butalso to injunctive relief to enjoin the actions of the breaching party. AnyLegal Dispute submitted to Arbitration shall be under the auspices of the AAAand pursuant to the “National Rules for the Resolution of Employment Disputes,”or any similar identified rules promulgated at such time the Legal Dispute issubmitted for resolution. All mediation and arbitration hearings shall takeplace in Dallas, Texas.          (c) Notice of submission of any Legal Dispute to mediation shall be provided nolater than three hundred sixty-five (365) calendar days following the date the
5

 
submitting party became awareof the conduct constituting the alleged claims. Failureto do so shall result in the irrevocable waiver of the claim made in the Legal Dispute.          (d) Notwithstanding that mediation and arbitration are established as the exclusiveprocedures for resolution of any Legal Dispute, (i) either party may apply to anappropriate judicial or administrative forum for injunctive relief and (ii) claims byEmployer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any courtof competent jurisdiction.          (e) Each party acknowledges that a remedy at law for any breach or attempted breachof paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employerwill be entitled to specific performance and injunctive and other equitable relief incase of any breach or attempted breach, and agrees not to use as a defense that anyparty has an adequate remedy at law. This Agreement shall be enforceable in a court ofequity, or other tribunal with jurisdiction, by a decree of specific performance, andappropriate injunctive relief may be applied for and granted in connection herewith.Such remedy shall not be exclusive and shall be in addition to any other remedies nowor hereafter existing at law or in equity, by statute or otherwise. Except as providedin subsection (c) no delay or omission in exercising any right or remedy set forth inthis Agreement shall operate as a waiver thereof or of any other right or remedy and nosingle or partial exercise thereof shall preclude any other or further exercise thereofor the exercise of any other right or remedy.     13. **Assignment**. This Agreement shall not be assignable by either party except that upon any saleor transfer of all or substantially all of its business by Employer, Employer may assign thisAgreement to its successor; any failure to make such an assignment will be considered toconstitute the termination of Manager’s employment without cause effective upon the closing ofthe referenced transaction.     14. **No Inducement, Agreement Voluntary**. Manager represents that (a) he has not been pressured,misled, or induced to enter into this Agreement based upon any representation by Employer orits agents not contained herein, (b) he has entered into this Agreement voluntarily, afterhaving the opportunity to consult with representatives of his own choosing and that (c) hisagreement is freely given.     15. **Interpretation**. Any paragraph, phrase or other provision of this Agreement that isdetermined by a court, arbitrator or arbitration panel of competent jurisdiction to beunreasonable or in conflict with any applicable statute or rule, shall be deemed, if possible,to be modified or altered so that it is not unreasonable or in conflict or, if that is notpossible, then it shall be deemed omitted from this Agreement. The invalidity of any portionof this Agreement shall not affect the validity of the remaining portions.     16. **Prior Agreements Superseded; Amendments**. This Agreement revokes and supersedes all prioragreements, written and oral, and represents the entire agreement between the parties inrelation to the employment of the Manager by the Company after the Commencement Date and shallnot be subject to modification or amendment by any oral representation, or any writtenstatement by either party, except for a dated writing signed by the Manager and the Employer.
6

 
     17. **Notices**. All notices, demands and requests of any kind to be delivered in connection withthis Agreement shall be in writing and shall be deemed to have been duly given if personallydelivered or if sent by nationally-recognized overnight courier or by registered or certifiedmail, return receipt requested and postage prepaid, addressed as follows: (a) if to the Company, to: